Form 8-K OMNICELL, Inc For: Apr 30

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April 30, 2015 4:07 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 30, 2015

OMNICELL, INC.

(Exact name of registrant as specified in its charter)



Delaware	000-33043	94-3166458
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

590 East Middlefield Road

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 251-6100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On April 30, 2015, Omnicell, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2015. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Number		Description of Document
99.1		Press release entitled "Omnicell Announces First Quarter 2015 Results" dated April 30, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



	OMNICELL, INC.

Dated: April 30, 2015
		/s/ Dan S. Johnston
		Dan S. Johnston
		Executive Vice President and General Counsel

EXHIBIT INDEX



Number		Description of Document
99.1		Press release entitled "Omnicell Announces First Quarter 2015 Results" dated April 30, 2015

Exhibit 99.1



Contact:
Rob Seim		Omnicell, Inc.
Chief Financial Officer		590 East Middlefield Road
800-850-6664, ext. 6478		Mountain View, CA 94043
[email protected]

Omnicell Announces First Quarter 2015 Results


•	Revenue of $116.2 million grew 14.2% Year-Over-Year


•	Acquisitions of MACH4 Pharma Systems and Avantec Healthcare Ltd. completed

MOUNTAIN VIEW, Calif. -- April 30, 2015 -- Omnicell, Inc. (NASDAQ: OMCL), a leading provider of medication and supply management solutions to healthcare systems, today announced results for its first quarter ended March 31, 2015.

GAAP results: Revenue for the first quarter of 2015 was $116.2 million, up $14.5 million or 14.2% from the first quarter of 2014, and down $5.3 million or 4.4% from the fourth quarter of 2014.

First quarter 2015 net income as reported in accordance with U.S. generally accepted accounting principles (GAAP) was $6.3 million, or $0.17 per diluted share. This compares to net income of $6.2 million, or $0.17 per diluted share, in the first quarter of 2014 and net income of $9.2 million, or $0.25 per diluted share, in the fourth quarter of 2014.

Non-GAAP results: Non-GAAP net income was $10.8 million for the first quarter of 2015, or $0.29 per diluted share. Non-GAAP net income for the first quarter excludes $3.7 million of stock-based compensation expense and $1.2 million ($0.8 million net of the $0.4 million tax effect) of amortization expense for all intangible assets associated with acquisitions made by Omnicell in 2014 and earlier years. This compares to non-GAAP net income of $9.6 million, or $0.26 per diluted share, for the first quarter of 2014. Non-GAAP net income for the first quarter of 2014 excluded $2.7 million of stock-based compensation expense and $1.0 million ($0.6 million net of $0.4 million tax effect) of amortization expense for all intangible assets acquired in connection with our business acquisitions. First quarter 2015 results compare to non-GAAP net income of $14.3 million for the fourth quarter of 2014 or $0.39 per diluted shares. Non-GAAP net income for the fourth quarter excludes $4.2 million of stock-based compensation expense and $1.2 million ($0.8 million net of the $0.4 million tax effect) of amortization expense for all intangible assets associated with our business acquisitions.

“I am pleased to report Omnicell's very strong start to the year, as the success we achieved in 2014 based on our established growth strategy is continuing to deliver great results,” said Randall Lipps, Omnicell president, chairman and CEO. “In the first quarter of 2015 we exceeded expectations in each of our key measures of new orders, revenues and profit.”

“We are well positioned to pursue future growth as well, as demonstrated by the recently announced acquisitions of MACH4 Pharma Systems, a producer of robotic medication dispensing systems and Avantec Healthcare Ltd., our longstanding distribution partner in the U.K., in addition to our continued success in competitive conversions of leading health systems,” he added.

Reporting Segments

In the first quarter of 2015, we enhanced the management of our business, operating structure and segment reporting structure by excluding certain corporate-level costs from our reporting segments based on how the Chief Operating Decision Maker (“CODM”)

reviews the business. Corporate-level costs may include expenses related to executive management, finance and accounting, human resources, legal, training and development, and certain administrative expenses. Our CODM allocates resources and evaluates the performance of our segments using information about its revenues, gross profit and income from operations, excluding certain costs which are managed separately at the corporate level.

The historical information presented has been retrospectively adjusted to reflect the enhanced segment reporting and are included below in 'Segmented Information - As Recast.' We have also provided the same Segmented Information for our current quarter below.

Omnicell Conference Call Information

Omnicell will hold a conference call today, Thursday, April 30, 2015 at 1:30 p.m. PT to discuss first quarter financial results. The conference call can be monitored by dialing 1-800-696-5518 within the U.S. or 1-706-758-4883 for all other locations. The Conference ID # is 28311534. Internet users can access the conference call at http://ir.omnicell.com/events.cfm. A replay of the call will be available today at approximately 4:30 p.m. PT and will be available until 11:59 p.m. PT on May 21, 2015. The replay access numbers are 1-855-859-2056 within the U.S. and 1-404-537-3406 for all other locations, Conference ID # is 28311534.

About Omnicell

Since 1992, Omnicell (NASDAQ: OMCL) has been creating new efficiencies to improve patient care, anywhere it is delivered. Omnicell is a leading supplier of comprehensive automation and business analytics software for patient-centric medication and supply management across the entire health care continuum from the acute care hospital setting to post-acute skilled nursing and long-term care facilities to the home.

More than 3,000 customers worldwide have utilized Omnicell Automation and Analytics solutions to increase operational efficiency, reduce errors, deliver actionable intelligence and improve patient safety. Omnicell Medication Adherence solutions, including its MTS Medication Technologies brand, provide innovative medication adherence packaging solutions to help reduce costly hospital readmissions. In addition, these solutions enable approximately 6,000 institutional and retail pharmacies worldwide to maintain high accuracy and quality standards in medication dispensing and administration while optimizing productivity and controlling costs.

For more information about Omnicell, please visit www.omnicell.com.

Forward-Looking Statements

To the extent any statements contained in this release deal with information that is not historical, these statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. As such, they are subject to the occurrence of many events outside Omnicell’s control and are subject to various risk factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statement. Such statements include, but are not limited to Omnicell’s profit and revenue growth and the success of Omnicell’s strategy for growth, including differentiated products, expansion into new markets and targeted acquisitions. Risks that contribute to the uncertain nature of the forward-looking statements include our ability to take advantage of the growth opportunities in medication management across the spectrum of healthcare settings from long term care to home care, unfavorable general economic and market conditions, risks to growth and acceptance of our products and services, including competitive conversions, and to growth of the clinical automation and workflow automation market generally, the potential of increasing competition, potential regulatory changes, the ability of the company to improve sales productivity to grow product bookings, to develop new products and to acquire and successfully integrate companies. These and other risks and uncertainties are described more fully in Omnicell’s most recent filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date on which they were made. Omnicell undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Use of Non-GAAP Financial Information

This press release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). Our management evaluates and makes operating decisions using various performance measures. In addition to Omnicell’s GAAP results, we also consider non-GAAP gross profit, non-GAAP operating expenses, non-GAAP net income, and non-GAAP net income per diluted share. Additionally, we calculate Adjusted EBITDA (another non-GAAP measure) by means of adjustments to GAAP Net Income. These non-GAAP results should not be considered as an alternative to gross profit, operating expenses, net income, net income per diluted share, or any other performance measure derived in accordance with GAAP. We present these non-GAAP results because we consider them to be important supplemental measures of Omnicell’s performance.

Our non-GAAP gross profit, non-GAAP operating expenses, non-GAAP net income and non-GAAP net income per diluted share are exclusive of certain items to facilitate management’s review of the comparability of Omnicell’s core operating results on a period to period basis because such items are not related to Omnicell’s ongoing core operating results as viewed by management. We define our “core operating results” as those revenues recorded in a particular period and the expenses incurred within that period that directly drive operating income in that period. Management uses these non-GAAP financial measures in making operating decisions because, in addition to meaningful supplemental information regarding operating performance, the measures give us a better understanding of how we should invest in research and development, fund infrastructure growth and evaluate the effectiveness of marketing strategies. In calculating the above non-GAAP results, management specifically adjusted for the following excluded items:

a) Stock-based compensation expense impact of Accounting Standards Codification (ASC) 718. We recognize equity plan-related compensation expenses, which represent the fair value of all share-based payments to employees, including grants of employee stock options, as required under ASC 718, Compensation - Stock Compensation (ASC 718) as non-GAAP adjustments in each period.

b) Intangible assets amortization from business acquisitions. We excluded from our non-GAAP results the intangible assets amortization expense resulting from our acquisitions. These non-cash charges are not considered by management to reflect the core cash-generating performance of the business and therefore are excluded from our non-GAAP results.

Management adjusts for the above items because management believes that, in general, these items possess one or more of the following characteristics: their magnitude and timing is largely outside of Omnicell’s control; they are unrelated to the ongoing operation of the business in the ordinary course; they are unusual and we do not expect them to occur in the ordinary course of business; or they are non-operational, or non-cash expenses involving stock option grants.

We believe that the presentation of these non-GAAP financial measures is warranted for several reasons:

1) Such non-GAAP financial measures provide an additional analytical tool for understanding Omnicell’s financial performance by excluding the impact of items which may obscure trends in the core operating results of the business;

2) Since we have historically reported non-GAAP results to the investment community, we believe the inclusion of non-GAAP numbers provides consistency and enhances investors’ ability to compare our performance across financial reporting periods;

3) These non-GAAP financial measures are employed by Omnicell’s management in its own evaluation of performance and are utilized in financial and operational decision making processes, such as budget planning and forecasting; and

4) These non-GAAP financial measures facilitate comparisons to the operating results of other companies in our industry, which use similar financial measures to supplement their GAAP results, thus enhancing the perspective of investors who wish to utilize such comparisons in their analysis of our performance.

Set forth below are additional reasons why share-based compensation expense related to ASC 718 is excluded from our non-GAAP financial measures:

i) While share-based compensation calculated in accordance with ASC 718 constitutes an ongoing and recurring expense of Omnicell, it is not an expense that requires cash settlement by Omnicell. We therefore exclude these charges for purposes of evaluating core operating results. Thus, our non-GAAP measurements are presented exclusive of stock-based compensation expense to assist management and investors in evaluating our core operating results.

ii) We present ASC 718 share-based payment compensation expense in our reconciliation of non-GAAP financial measures on a pre-tax basis because the exact tax differences related to the timing and deductibility of share-based compensation, under ASC 718 are dependent upon the trading price of Omnicell’s common stock and the timing and exercise by employees of their stock options. As a result of these timing and market uncertainties the tax effect related to share-based compensation expense would be inconsistent in amount and frequency and is therefore excluded from our non-GAAP results.

Our Adjusted EBITDA calculation is defined as earnings before interest income and expense, taxes, depreciation and amortization, and non-cash expenses, including ASC 718 stock compensation expense, as well as excluding certain non-GAAP adjustments.

As stated above, we present non-GAAP financial measures because we consider them to be important supplemental measures of performance. However, non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for Omnicell’s GAAP results. In the future, we expect to incur expenses similar to certain of the non-GAAP adjustments described above and expect to continue reporting non-GAAP financial measures excluding such items. Some of the limitations in relying on non-GAAP financial measures are:

· Omnicell’s stock option and stock purchase plans are important components of incentive compensation arrangements and will be reflected as expenses in Omnicell’s GAAP results for the foreseeable future under ASC 718.

· Other companies, including companies in Omnicell’s industry, may calculate non-GAAP financial measures differently than Omnicell, limiting their usefulness as a comparative measure.

Pursuant to the requirements of SEC Regulation G, a detailed reconciliation between Omnicell’s non-GAAP and GAAP financial results is set forth in the financial tables at the end of this press release. Investors are advised to carefully review and consider this information strictly as a supplement to the GAAP results that are contained in this press release and in Omnicell’s SEC filings.

Omnicell, Inc.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)



	Three Months Ended
	March 31, 2015			December 31, 2014			March 31, 2014
Revenues:
Product	$	94,109		$	100,291		$	82,580
Services and other revenues	22,112			21,250			19,184
Total revenues	116,221			121,541			101,764

Cost of revenues:
Cost of product revenues	45,416			49,005			38,900
Cost of services and other revenues	9,120			8,757			8,369
Total cost of revenues	54,536			57,762			47,269

Gross profit	61,685			63,779			54,495

Operating expenses:
Research and development	8,019			8,132			6,121
Selling, general and administrative	43,287			42,173			38,420
Total operating expenses	51,306			50,305			44,541
Income from operations	10,379			13,474			9,954
Interest and other income (expense), net	(517		)	(77		)	(256		)
Income before provision for income taxes	9,862			13,397			9,698
Provision for income taxes	3,544			4,162			3,504
Net income	$	6,318		$	9,235		$	6,194

Net income per share:
Basic	$	0.18		$	0.26		$	0.18
Diluted	$	0.17		$	0.25		$	0.17

Weighted average shares outstanding:
Basic	36,024			35,697			35,225
Diluted	36,914			36,585			36,305

Omnicell, Inc.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)



	March 31, 2015		December 31, 2014

ASSETS
Current assets:
Cash and cash equivalents	$	139,553	$	125,888
Accounts receivable, net	88,107		82,763
Inventories	33,190		31,554
Prepaid expenses	16,811		23,518
Deferred tax assets	12,444		12,446
Other current assets	6,217		7,215
Total current assets	296,322		283,384
Property and equipment, net	34,373		36,178
Long-term net investment in sales-type leases	10,443		10,848
Goodwill	122,216		122,720
Intangible assets, net	81,279		82,667
Long-term deferred tax assets	1,330		1,144
Other long-term assets	24,963		23,273
Total assets	$	570,926	$	560,214

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	21,812	$	19,432
Accrued compensation	17,064		19,874
Accrued liabilities	22,113		19,299
Deferred service revenue	23,301		25,167
Deferred gross profit	24,334		28,558
Total current liabilities	108,624		112,330

Non-current deferred service revenue	19,841		20,308
Non-current deferred tax liabilities	30,999		30,454
Other long-term liabilities	6,012		7,024
Total liabilities	165,476		170,116

Stockholders’ equity:
Total stockholders’ equity	405,450		390,098

Total liabilities and stockholders’ equity	$	570,926	$	560,214

Omnicell, Inc.

Reconciliation of GAAP to Non-GAAP

(Unaudited, in thousands, except per share data)



	Three Months Ended
	March 31, 2015					December 31, 2014					March 31, 2014
	Net Income			Net Income per Share-Diluted		Net Income			Net Income per Share-Diluted		Net Income			Net Income per Share-Diluted
GAAP	$	6,318		$	0.17	$	9,235		$	0.25	$	6,194		$	0.17
Non-GAAP adjustments:
Amortization of intangible assets acquired by acquisition	1,231					1,233					1,048
Income tax effect of non-GAAP adjustments ^(a):	(443		)			(383		)			(379		)
Subtotal after-tax adjustments	788					850					669
ASC 718 share-based compensation adjustment^(b):
Gross profit	517					483					268
Operating expenses	3,148					3,692					2,461
Subtotal ASC 718 share-based compensation adjustments	3,665					4,175					2,729

Total non-GAAP adjustments	4,453			0.12		5,025			0.14		3,398			0.09

Non-GAAP	$	10,771		$	0.29	$	14,260		$	0.39	$	9,592		$	0.26

____________________________________________


^(a)	Tax effects are calculated using the effective tax rates for the respective periods presented.


^(b)	This adjustment reflects the accounting impact of non-cash stock-based compensation expense for the periods presented.

Omnicell, Inc.

Calculation of Adjusted EBITDA⁽¹⁾

(Unaudited, in thousands)



	Three Months Ended
	March 31, 2015		December 31, 2014		March 31, 2014

GAAP net income	$	6,318	$	9,235	$	6,194

Add back:
ASC 718 stock compensation expense	3,665		4,175		2,729
Interest expense, net	99		18		(2		)
Depreciation and amortization expense	5,711		5,566		4,612
Income tax expense	3,544		4,162		3,504

Non-GAAP adjusted EBITDA⁽¹⁾	$	19,337	$	23,156	$	17,037

____________________________________________


⁽¹⁾	Defined as earnings before interest income and expense, taxes, depreciation and amortization, and non-cash expenses, including stock compensation expense, per ASC 718, as well as excluding certain non-GAAP adjustments.

Omnicell, Inc.

Segmented Information - As Recast